These terms and conditions apply predominantly to our trade customers. Retail non-trade customers should read these terms in conjunction with the provisions found within Shopping Questions.
1. DEFINITION. These are the sole terms of trading of K-tel Entertainment (UK) Limited and its associated companies and trading divisions (each being herein called 'the Company') and shall govern all transactions between the Company and any customer ('the Customer') save as expressly agreed in writing on behalf of the Company, by a duly authorised representative of the Company.
2. PRICE. The price of the products supplied by the Company to the Customer shall be as advised to the Customer in writing by the Company's duly authorised representative, and no variation to this price will be allowed unless it has been agreed in writing in advance by the Company. All quotations given by the Company are valid for a period of 30 days only from the date upon which they are given, after which time the quotation shall automatically expire.
3. The price of the Products for all trade sales is exclusive of VAT and all other tax or duty which, if applicable, will be charged in addition at the appropriate rate.
4. For trade customers on the UK mainland and Channel Islands, the price of the Products is inclusive of all costs of packaging and carriage to the delivery destination.
5. For all export trade customers, the Price of the Products does not include the costs of carriage, insurance nor any other costs incidental
6. For Products purchased by retail Customers from the Company's website, www.kteluk.com, all prices published on the web site are inclusive of UK sales taxes and delivery to a UK destination. Additional costs in relation to overseas delivery will be agreed in advance by the Company and the Customer prior to despatch. The Company will not be responsible for the payment of any overseas duties which may be payable in the country of destination.
7. PAYMENT - Trade Customers. Invoices will be sent or delivered by the Company to the Customer on or after the date of delivery of the Products and shall be payable by the end of the month following the month in which the Products are delivered. Time for payment shall be of the essence of the contract and if the Customer fails to pay any sum due to the Company under any contract by the due date for payment:
(a) the Company shall be entitled to withold delivery of any Products due to be delivered to the Customer until all such outstanding sums have been paid and the Company may, on written notice to the Customer, cancel all outstanding orders for the Products without any liability on the Company;
(b) in addition to any other rights the Company may have, interest shall be chargeable on outstanding sums from the date they fall due to the date of payment at the rate of 4% above what shall from time to time be the Royal Bank of Scotland plc base rate accruing on a daily basis both before and after judgement. |
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| 8. DELIVERY. The Company (in respect of its UK mainland customers only) shall deliver the Products to the place designated by the Customer in their order for the Products that has been accepted by the Company. Risk in the Products shall pass to the Customer immediately upon the Products having been unloaded from the delivery vehicle by the Company or its carrier at the Customer's delivery address. Delivery or collection times indicated by the Company are estimates only and the Company shall not be liable for any loss or damage suffered by the Customer arising directly or indirectly from any delay in delivery. Where the Products are to be delivered in instalments, each delivery shall constitute a separate contract. Failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Custoemr in respect of any one or more instalments shall not entitle the Customer to treat the contract as a whole as repudiated. In the event of the Customer wishing to claim that the Products delivered do not correspond with the accompanying delivery documentation or invoice whether as to quantity or in any other respect, or do not correspond with the relevant order, any such claims must be notified in writing to the Sales Office of the Company within five days of delivery. Otherwise, the Company will not in any event acknowledge liability for the same.
9. WARRANTIES AND LIMITATION OF LIABILITY. The company warrants that the Products will correspond with their specification at the time of delivery and will be free from defects in normal conditions of use and when used in conjunction with the appropriate equipment. Save as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or at common law are exluded to the fullest extent permitted by law. The liability of the Company in repect of any Products proven to be defective shall not exceed the invoiced price of those Products which are defective and no liability shall accrue for any indirect or consequential loss including (but not limited to) loss of profit howsoever arising suffered by the Customer. The Company shall have the right in full discharge of its liability to the Customer to replace the Products free of charge or, at the Company's option, to refund the Customer the price of the defective Products. Liability for death or personal injury caused by the negligence of the Company its servants and agents or for fraudulent misrepresentation is not hereby purported to be excluded. Where the Products are sold under a consumer transaction as defined by the Consumer Transactions (Restriction on Statements) Order 1976 the statutory rights of the ustomer are not affected by these Conditions. The Company will not be liable for damage to Products unless the Customer establisges that the goods were in the actual control of the Company or its agents and before delivery. In any event liability is expressly excluded in respect of damaged Products where no claim in respect thereof has been notified in writing to the Sales Office of the Company within five days of delivery. The Company will in no event accept liability in respect of Products which are damaged or otherwise rendered defective because they have been stored, kept or used in an improper manner, by the Customer, its customer,a nd end user or agent. |
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| 10. RETURNS POLICY. The Company does not sell its Products on a sale or return basis, unless this has been agreed in advance, in writing, by the Company's duly authorised representative. Where Products are faulty or otherwise defective or supplied in error to the Customer, then in this case the Customer may return the Products to the Company after the Customer has received a Returns Authorisation Notification from the Company's Sales and Account Office. Products received at the Company's warehouse without such a valid Returns Authorisation Notification will not be accepted by the Company and will be returned to the Customer at the Custoemr's expense. The Company will not accept the return of any products that have not been supplied by the Company.
11. COPYRIGHT PROTECTION, TRADEMARKS AND DEALING WITH GOODS. The Customer shall not authorise or permit any other person, firm or company to:
(a) copy, duplicate, edit, re-record, alter add to or interfere with ny Products or their packaging, in particular (without limitation) by permitting any advertising or similar material to be incorporated in or on any Products or their packaging; or
(b) broadcast or perform any Products or any material contained therein; or
(c) engage in any rental or lease of Products or any sale plan in respect thereof (involving repurchase or exchange or re-taking of the same for any consideration whatsoever) which is not expressly authorised by the Company in writing; or
(d) sell any Products where the Customer ought reasonably to be aware that the Customer's customer intends or is likely to use them for a purpose other than use in a private residence for listening or viewing by persons oresent in such residence without a fee of any kind being charged.
(e) The Customer shall not nor shall the Customer authorise or permit any other person to remove, deface or alter any notice with respect to the above limitations fixed to Products or their packaging or advertising by the Company.
(f) The Customer shall not nor shall the Customer authorise or permit any other person to use the Company's name, trademarks or logo in any manner other than as provided by the Company.
(g) The Customer shall not authorise or permit any other person to deal in, possess or be party to any agreement or arrangement relating to Products of any kind which are or have been in any way dealt with in breach of the Company's copyrights or other similar rights. |
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| 12. RESERVATION OF TITLE. Notwithstanding the provisions of Clause 8 and the passing of risk in the Products to the Customer, the Company retains ownership of the Products the property in which shall not pass to the Customer and the Customer shall keep any Products delivered to it as the bailee for and on behalf of the Company until the Company has received payment of the price of all of the Products then agreed to be sold by the Company to the Customer pursuant to these Conditions and until such time the Customer;
(a) shall keep and retain the Products free from charge, lien or other encumbrance, shall insure them against any loss or damage and shall keep them properly stored and protected:
(b) shall store the Products separately or in some other way ensure they are readily identifiable as the property of the Company and irrevocably authorised the Company's representatives to enter upon the Customer's premises where the Products are or though by the Company to be stored for the purpose of repossessing them and subsequently reselling them.
13. Notwithstanding the provisions of clause 12 above, provided that none of the circumstances set out in clause 15 (Insolvency of Buyer) shall apply, the Customer shall be entitled before the Company has received full payment of the price of the Products to offer for sale and sell the Products in the ordinary course of its business.
14. Save as otherwise stated theirin, the provisions of clauses 12 and 13 shall survive the termination of any contract madepursuant to these Conditions for whatever reason and in particular but without limitation termination by the Company by the acceptance of repudiation of this contract by the Customer |
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| 15. INSOLVENCY OF BUYER. This clause applies if:
(a) the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a compnay) goes into liquidation (otherwise than bona fidem for the purposes of amalgamation or reconstruction); or
(b) an encumbrancer takes possession, or a receiver is appointed, or any of the property or assets of the Customer; or
(c) the Customer ceases, or threatens to cease, to carry on business; or
(d) any event analogeous to any of the foregoing occurs in any jurisdiction in relation to the Custoemr; or
(e) the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer acdcordingly.
16. If clause 15 or clause 11 applies, then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel any contracts made pursuant to these Conditions or suspend and further deliveries of the Products without any liability on its part, and if the Products have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
17. GENERAL. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. No waiver by the Company of any breach of these Conditions by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision hereof.
The duly authorised representatives of the Company will (to avoid doubt) be trhe Company's Directors, the General Manager, the Chief Operating Officer, the Chief Financial Officer and the Sales Manager.
These Conditions shall be governed by and constued in all respects in accordance with English law and the Customer and the Company hereby submit to the exclusive jurisdiction of the English Courts. |
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